A Looming Threat
by Toadsie
Summary: The Doctor takes Donna Noble to Termina to attend the Carnival of Time, but they arrive to early and quickly discover something dangerous looming over the horizon.


**Had this sitting around on my computer for a year or so. Wrote it as something to unwind a bit between work. Thought I'd clean it up and post it. Maybe more chapters later, I did do a lot of trimming at the end, anyway.**

The TARDIS had appeared by the side of a tall castle-stone wall. They were ahead of schedule, both of them knew, but there was nothing like a little padding time.

The first one to emerge from the police box was a pretty young woman with short red hair and bold features. She wore a comfortable, yet intelligible, outfit and stepped out to stretch in the sunlight. "Oi! Doctor, get out here! The air's marvelous!" She yelled, spinning around in circles. The woman's eyes examined the playful pattern on the side of the castle wall. Her name was Donna, and she was aching to see a new world.

The Doctor popped out of the TARDIS after her. He was wearing pajamas, his only excuse being that it was 10:30 on a Saturday and the carnival they were going to wouldn't start until later in the evening.

"Doctor, really." she said in a sarcastic tone, eying his wardrobe choices, "we're here now, you ought to get changed if we're to be doing some walking around town before hand!" Donna said

The Doctor smirked, "Well why would I do that? I think I'll just go take a nap"

Donna looked at him, in disbelief, "Oh come now, you have to be joking. That's not quite like you is it? Aren't you always the first to go prancing about looking at all sorts of loopy bits here and there?"

"Yes! I love loopy bits, but I also can't resist a good party, and good parties go late into the dawn of a new day!" The Doctor yawned, bouncing on the balls of his feet and sniffing the air. He seemed to react to something with his eyes, as if he caught a whiff of an unpleasant fragrance.

Donna rose her eyebrows and bunched up one side of her mouth, "Well alright, party boy! I get it, you intend to stay out quite late and you need your beauty rest"

"Quite right!" he grinned.

"Well then," Donna said, "You, sir lazybones can stay in bed all day while I go act as a normal, inquisitive tourist, and see the town by day."

The Doctor laughed, "Alright, but don't blame me if you can't stay up all night," he chimed.

Donna rolled her eyes and smirked, "Oh shut it, ya baby," then she began to walk away from the TARDIS, towards the direction of a very wide entrance way. It was framed by two artistically carved wooden totems.

As she walked away, the Doctor resolved to step back into the TARDIS. But before he did so, he bounced on the balls of his feet again, "Huh," he said, "Something feels funny." He stuck his index finger in his mouth and then held it up to the air. "Huh," he repeated. Then he shrugged and returned to the TARDIS.

* * *

Donna's first sight of south Clock Town proved very confusing. Despite the grand expanse, and the various vendors set up around the obvious town carnival-grounds, it didn't quite look like the space was ready for a carnival. In the center of the town square, a huge construction project was located. In fact, the project took up most of the space in the square. Work benches, shafts of freshly cut wood, and a very small smattering of busy construction workers were set up in all sorts if inconvenient places. To top it off, their projects looked far from finished.

Donna turned to what she assumed was a town guard, standing next to the wide town entrance, "You there!" She said, getting the attention of the guard. He was a young man, probably 19 or so, she could tell by the the bright eyed face which lay shadowed under his steel helmet. She couldn't quite pinpoint it, but he seemed nervous about something. Donna realized it must be her strange appearance and sudden questioning tone, since after-all, she knew she could be intimidating. Making an effort to soften her regards, she asked him about the construction work which was going on.

The guard dipped his head slightly, "That's meant for the carnival, m'am," he said.

Donna blinked, "Oh. What is it to be?"

The guard smiled, "Well miss, it's supposed to facilitate the ascent to the Clock Tower at midnight, where the final ball and mask celebration is supposed to be held."

Donna blinked, "Really? Oh that'll be cool. You think it's to be done in time?" She asked.

The friendly guard shrugged, "Maybe," he said. Then his tone dropped to a sort of mocking lull, "Mutoh sure intends for it to be done on time."

She looked in the direction of the man whom the guard had turned his head towards. He stood on the other side of the square; the volume of his raucous yelling and the casual, overlooking lilt to his stride indicated that he was the boss.

Donna shrugged and steered herself away from the busy construction work. She spied a pathway to her right which seemed to lead to some shops and vendors and decided to head that way. As she weaseled through the construction, she eyed a man who stuck out amongst the busy workers on the skeleton-like rafters of the construction sight. The workers were yelling at him to get down and stop worrying about something. She noticed that he seemed to be looking up at something. Before she could cast her eyes upon the sky, she had the pleasure of passing by Mutoh and his raucous yelling. He was a short, muscular man, who was endlessly, spitting words of disgust at the workers for being too slow and too lazy. Though she didn't enjoy the man's presence, she sort of agreed that they needed to step it up. Especially since the carnival was to start in only a few hours. She wondered. Could they really get it done in time?

Donna found it odd that there was a lack of large crowds where she walked, especially around the vendors, with their colorful masks and interesting games. Hadn't the Doctor called Clock Town a bustling city, and the Carnival of Time an exciting event to which the cities population increased trifold? He told her that it filled up with all sorts of beings, from the fish-folk of the west to the rock people of the north. The reality appeared quite different. Besides the storming construction workers and a few rather perterbed vendors, the town seemed nearly empty. She thought that it was because it was early in the morning, but even as the day went on, the crowds still did not improve.

The more she ran about in the town, the more she gathered that everyone seemed very unnerved about something, as if there was some sort of terrifying doom looming over Clock Town. They all spoke in the same, halting tones that the young town guard she had met earlier had spoken in. All of them wore wrinkles of worry on their faces. No one really mentioned it to her- no one confided in her. She asked someone what was wrong, but they just stared at her and laughed sadistically, then walked away. It was ultimately frusterating.

"What is there something on my face?" Donna thought, "The Doctor didn't tell me that this town was afraid of cheeky gingers!"

Donna came across a peaceful park in the Northern clock town area. She earned that there was a children's playground nearby, due to the sudden bombardment she experienced as three rascals sprinted in front of her. "Excuse me miss!" one of them yelled. But it was to no avail. She tripped and landed on her knees as the kid scurried behind her and farther into a grassy yard.

"Little brats!" she yelled after them, hands still wringing in the dirt road.

"Are you okay, miss?" came a voice from in front of her. Donna picked herself up and looked at the man who spoke. He was dressed in a decorated purple robe and carried a pack on his back so large that it would put any real turtle to shame.

"Yeah I bet," she said, blinking. She looked the man up and down. What were those hanging from his pack. Masks? He had a sort of unnerving smile on his face, was sort of hunched over, doubtlessly due to his countless goods. He also held his hands together in front of him, as if he didn't know what else to do with them. "What's it to ya buddy?" Donna asked, flatly, staring at the weird guy square in the face.

The man smiled and dipped his head a bit, not at all altered by Donna's defensive demeanor, "I'm glad to hear that. Have you come to Clock Town for the Carnival of Time?" he asked.

Donna realized that he must be a mask vendor, perhaps hoping that she will be his next customer, "Yeah. Me and my pal just got here for it today. I think I'll buy a mask later, however."

The man nodded, "Ah yes, that's fine. "Although don't wait too long. I have to be out of here in four days time, you see"

Donna tilted her head, "No I meant by tonight. You know, during the carnival?"

The man looked at her strangely and then laughed a quiet, inward laugh. Donna couldn't help but find him creepy.

She looked at him straight on, "Now listen here, bud! I know you sell masks, but it's still pretty shady for you to be hanging around a kid's park, and I think that-" she began, but the mask salesman shook his head and interrupted her.

"No miss, the carnival doesn't happen for four days." he said.

Donna's jaw dropped ans she looked at him in disbelief, "Get out!" she said.

The man smiled, "I intend to," he replied.

"Four days?! How is that possible?"

The mask salesman laughed again, "I suppose you might have gotten here a bit ahead of schedule?"

"Oh I must have!" Donna said, shaking her head in disbelief.

* * *

Meanwhile, The Doctor had woken up from his nap and had decided to investigate some figures on the TARDIS's control screen. He had had some suspicions from earlier when he and Donna had first arrived. He had this feeling, like something was weighing down upon him. It troubled him while he slept. And so he awoke and decided to investigate, starting with some simple readings from the TARDIS.

"Well that's odd...' He mumbled, staring at the screen, seriously. His attention was soon broken.

"Doctor!" echoed a harsh yell as the door to the TARDIS was thrown open and Donna stepped in.

"Donna." The Doctor said, acknowledging her presence whilst still paying attention to his screen.

"Do you know when the carnival starts?" Donna asked, sweetly, coming up to the central area of the TARDIS and smiling.

He looked at her and smiled back, "Why doesn't it start at 3 in the afternoon? I know I said I'd be there for it, but I got distracted with this-" he started saying, until Donna interrupted him.

"Wrong." She said, flatly.

The Doctor jerked his head a bit and blinked.

"I've been running around town, chatting people up and asking them about the carnival, only to look like an idiot because it doesn't happen for 3 more days and 22 hours!" Donna yelled.

The Doctor raised his eyebrows and lifted his head in sudden understanding, "Ah..." he said, then lowered his head and gritted his teeth, nodding, "Yeah they change the day of the week every year... I must have forgot.."

Donna nodded.

The Doctor took a breath in and began tapping some controls, " Well then, we can fix that can't we?"

He was about to pull a lever, but then suddenly, the whole ground shook.

"That's not the TARDIS, is it?" Donna yelled, grabbing hold of the railing to brace herself.

"No!" The Doctor said, doing the same, "I believe that this is a regular old earthquake!"

The quake stopped almost as soon as he had said it.

As the two of them regained their bearings, the Doctor shook his head, in some sort of confusion,

"Oh that was weird!" The Doctor exclaimed, "That was really weird," he attended to the TARDIS screens and checked some readings, then shook his head, "That was no regular earthquake..."

"Oh what, an earthquake? Are those weird here? I thought they were just part of normal, tectonic stuff?" Donna said, flipping her hair, which had been fraggled in the quake, back over her shoulders

"Oh yes, Earthquakes, completely healthy planet things. But that Earthquake was different, Donna. It felt more like a pull than a push, like a push than a grind." The Doctor mumbled a few other things rather incomprehensibly, and then ran into the next room.

He reemerged moments later wearing his pinstripe suit, and then made his way out of the TARDIS.

Donna followed him outside, "What, so you're saying that that was a weird Earthquake? And because of that, you're going to go around, finding loopy things and sticking your sonic screw driver where it oughtn't be?"

The Doctor walked a few steps and then kneeled down, pointing his screwdriver down to the Earth, "That's the plan, Donna!" he said.

"Of course." Donna said.

"I knew it!" The Doctor said sharply, jolting up from the ground. He turned to look at Donna with a familiar, excited stare, "Something is drastically altering the G force in this area, Donna! Do you feel that? It's stronger than it was this-morning, Oh dear! Can't you feel your body being slowly squashed closer to the ground by an invisible force?"

Donna rose her eyebrows and shook her head, unimpressed.

The Doctor began walking towards the entrance to ClockTown, "Now if only we could locate the source!" he said.

"Oh come on.. You can't be seriously playing planet doctor now. Can't you just have the TARDIS take us to the carnival and then come back here to investigate your G forces?"

The Doctor, who was holding up his screw driver in the air and looking at it gingerly, shook his head, "Oh no, Donna. Altering the natural balance of a planet's gravitational system would incite devastating tragedy. Oceans would go insane, mountains would be leveled, and not to mention the effects that it has on people. Thankfully the force isn't decreasing- or else all sorts of odd things would start floating around and escaping into space. But compression can be just as worse."

Donna nodded and sighed, "Oh, I suppose you're right, Doctor. We can't let all these people get squished, then."

"Yes, and if we don't hurry then it might be too late!" The Doctor said, as the two approacheed the clock town entranceway. Clock Town.

"Alright then. We better resolve this one in time for the carnival"

"Why of course! Think positive, Donna! We have nearly over 3 days to get to the bottom of this," he said, "Plenty of time, I guarantee."

The TARDIS had appeared by the side of a tall castle-stone wall. They were ahead of schedule, both of them knew, but there was nothing like a little padding time.

The first one to emerge from the police box was a pretty young woman with short red hair and bold features. She wore a comfortable, yet intelligible, outfit and stepped out to stretch in the sunlight. "Oi! Doctor, get out here! The air's marvelous!" She yelled, spinning around in circles. The woman's eyes examined the playful pattern on the side of the castle wall. Her name was Donna, and she was aching to see a new world.

The Doctor popped out of the TARDIS after her. He was wearing pajamas, his only excuse being that it was 10:30 on a Saturday and the carnival they were going to wouldn't start until later in the evening.

"Doctor, really." she said in a sarcastic tone, eying his wardrobe choices, "we're here now, you ought to get changed if we're to be doing some walking around town before hand!" Donna said

The Doctor smirked, "Well why would I do that? I think I'll just go take a nap"

Donna looked at him, in disbelief, "Oh come now, you have to be joking. That's not quite like you is it? Aren't you always the first to go prancing about looking at all sorts of loopy bits here and there?"

"Yes! I love loopy bits, but I also can't resist a good party, and good parties go late into the dawn of a new day!" The Doctor yawned, bouncing on the balls of his feet and sniffing the air. He seemed to react to something with his eyes, as if he caught a whiff of an unpleasant fragrance.

Donna rose her eyebrows and bunched up one side of her mouth, "Well alright, party boy! I get it, you intend to stay out quite late and you need your beauty rest"

"Quite right!" he grinned.

"Well then," Donna said, "You, sir lazybones can stay in bed all day while I go act as a normal, inquisitive tourist, and see the town by day."

The Doctor laughed, "Alright, but don't blame me if you can't stay up all night," he chimed.

Donna rolled her eyes and smirked, "Oh shut it, ya baby," then she began to walk away from the TARDIS, towards the direction of a very wide entrance way. It was framed by two artistically carved wooden totems.

As she walked away, the Doctor resolved to step back into the TARDIS. But before he did so, he bounced on the balls of his feet again, "Huh," he said, "Something feels funny." He stuck his index finger in his mouth and then held it up to the air. "Huh," he repeated. Then he shrugged and returned to the TARDIS.

Donna's first sight of south Clock Town proved very confusing. Despite the grand expanse, and the various vendors set up around the obvious town carnival-grounds, it didn't quite look like the space was ready for a carnival. In the center of the town square, a huge construction project was located. In fact, the project took up most of the space in the square. Work benches, shafts of freshly cut wood, and a very small smattering of busy construction workers were set up in all sorts if inconvenient places. To top it off, their projects looked far from finished.

Donna turned to what she assumed was a town guard, standing next to the wide town entrance, "You there!" She said, getting the attention of the guard. He was a young man, probably 19 or so, she could tell by the the bright eyed face which lay shadowed under his steel helmet. She couldn't quite pinpoint it, but he seemed nervous about something. Donna realized it must be her strange appearance and sudden questioning tone, since after-all, she knew she could be intimidating. Making an effort to soften her regards, she asked him about the construction work which was going on.

The guard dipped his head slightly, "That's meant for the carnival, m'am," he said.

Donna blinked, "Oh. What is it to be?"

The guard smiled, "Well miss, it's supposed to facilitate the ascent to the Clock Tower at midnight, where the final ball and mask celebration is supposed to be held."

Donna blinked, "Really? Oh that'll be cool. You think it's to be done in time?" She asked.

The friendly guard shrugged, "Maybe," he said. Then his tone dropped to a sort of mocking lull, "Mutoh sure intends for it to be done on time."

She looked in the direction of the man whom the guard had turned his head towards. He stood on the other side of the square; the volume of his raucous yelling and the casual, overlooking lilt to his stride indicated that he was the boss.

Donna shrugged and steered herself away from the busy construction work. She spied a pathway to her right which seemed to lead to some shops and vendors and decided to head that way. As she weaseled through the construction, she eyed a man who stuck out amongst the busy workers on the skeleton-like rafters of the construction sight. The workers were yelling at him to get down and stop worrying about something. She noticed that he seemed to be looking up at something. Before she could cast her eyes upon the sky, she had the pleasure of passing by Mutoh and his raucous yelling. He was a short, muscular man, who was endlessly, spitting words of disgust at the workers for being too slow and too lazy. Though she didn't enjoy the man's presence, she sort of agreed that they needed to step it up. Especially since the carnival was to start in only a few hours. She wondered. Could they really get it done in time?

Donna found it odd that there was a lack of large crowds where she walked, especially around the vendors, with their colorful masks and interesting games. Hadn't the Doctor called Clock Town a bustling city, and the Carnival of Time an exciting event to which the cities population increased trifold? He told her that it filled up with all sorts of beings, from the fish-folk of the west to the rock people of the north. The reality appeared quite different. Besides the storming construction workers and a few rather perterbed vendors, the town seemed nearly empty. She thought that it was because it was early in the morning, but even as the day went on, the crowds still did not improve.

The more she ran about in the town, the more she gathered that everyone seemed very unnerved about something, as if there was some sort of terrifying doom looming over Clock Town. They all spoke in the same, halting tones that the young town guard she had met earlier had spoken in. All of them wore wrinkles of worry on their faces. No one really mentioned it to her- no one confided in her. She asked someone what was wrong, but they just stared at her and laughed sadistically, then walked away. It was ultimately frusterating.

"What is there something on my face?" Donna thought, "The Doctor didn't tell me that this town was afraid of cheeky gingers!"

Donna came across a peaceful park in the Northern clock town area. She earned that there was a children's playground nearby, due to the sudden bombardment she experienced as three rascals sprinted in front of her. "Excuse me miss!" one of them yelled. But it was to no avail. She tripped and landed on her knees as the kid scurried behind her and farther into a grassy yard.

"Little brats!" she yelled after them, hands still wringing in the dirt road.

"Are you okay, miss?" came a voice from in front of her. Donna picked herself up and looked at the man who spoke. He was dressed in a decorated purple robe and carried a pack on his back so large that it would put any real turtle to shame.

"Yeah I bet," she said, blinking. She looked the man up and down. What were those hanging from his pack. Masks? He had a sort of unnerving smile on his face, was sort of hunched over, doubtlessly due to his countless goods. He also held his hands together in front of him, as if he didn't know what else to do with them. "What's it to ya buddy?" Donna asked, flatly, staring at the weird guy square in the face.

The man smiled and dipped his head a bit, not at all altered by Donna's defensive demeanor, "I'm glad to hear that. Have you come to Clock Town for the Carnival of Time?" he asked.

Donna realized that he must be a mask vendor, perhaps hoping that she will be his next customer, "Yeah. Me and my pal just got here for it today. I think I'll buy a mask later, however."

The man nodded, "Ah yes, that's fine. "Although don't wait too long. I have to be out of here in four days time, you see"

Donna tilted her head, "No I meant by tonight. You know, during the carnival?"

The man looked at her strangely and then laughed a quiet, inward laugh. Donna couldn't help but find him creepy.

She looked at him straight on, "Now listen here, bud! I know you sell masks, but it's still pretty shady for you to be hanging around a kid's park, and I think that-" she began, but the mask salesman shook his head and interrupted her.

"No miss, the carnival doesn't happen for four days." he said.

Donna's jaw dropped ans she looked at him in disbelief, "Get out!" she said.

The man smiled, "I intend to," he replied.

"Four days?! How is that possible?"

The mask salesman laughed again, "I suppose you might have gotten here a bit ahead of schedule?"

"Oh I must have!" Donna said, shaking her head in disbelief.

Meanwhile, The Doctor had woken up from his nap and had decided to investigate some figures on the TARDIS's control screen. He had had some suspicions from earlier when he and Donna had first arrived. He had this feeling, like something was weighing down upon him. It troubled him while he slept. And so he awoke and decided to investigate, starting with some simple readings from the TARDIS.

"Well that's odd...' He mumbled, staring at the screen, seriously. His attention was soon broken.

"Doctor!" echoed a harsh yell as the door to the TARDIS was thrown open and Donna stepped in.

"Donna." The Doctor said, acknowledging her presence whilst still paying attention to his screen.

"Do you know when the carnival starts?" Donna asked, sweetly, coming up to the central area of the TARDIS and smiling.

He looked at her and smiled back, "Why doesn't it start at 3 in the afternoon? I know I said I'd be there for it, but I got distracted with this-" he started saying, until Donna interrupted him.

"Wrong." She said, flatly.

The Doctor jerked his head a bit and blinked.

"I've been running around town, chatting people up and asking them about the carnival, only to look like an idiot because it doesn't happen for 3 more days and 22 hours!" Donna yelled.

The Doctor raised his eyebrows and lifted his head in sudden understanding, "Ah..." he said, then lowered his head and gritted his teeth, nodding, "Yeah they change the day of the week every year... I must have forgot.."

Donna nodded.

The Doctor took a breath in and began tapping some controls, " Well then, we can fix that can't we?"

He was about to pull a lever, but then suddenly, the whole ground shook.

"That's not the TARDIS, is it?" Donna yelled, grabbing hold of the railing to brace herself.

"No!" The Doctor said, doing the same, "I believe that this is a regular old earthquake!"

The quake stopped almost as soon as he had said it.

As the two of them regained their bearings, the Doctor shook his head, in some sort of confusion,

"Oh that was weird!" The Doctor exclaimed, "That was really weird," he attended to the TARDIS screens and checked some readings, then shook his head, "That was no regular earthquake..."

"Oh what, an earthquake? Are those weird here? I thought they were just part of normal, tectonic stuff?" Donna said, flipping her hair, which had been fraggled in the quake, back over her shoulders

"Oh yes, Earthquakes, completely healthy planet things. But that Earthquake was different, Donna. It felt more like a pull than a push, like a push than a grind." The Doctor mumbled a few other things rather incomprehensibly, and then ran into the next room.

He reemerged moments later wearing his pinstripe suit, and then made his way out of the TARDIS.

Donna followed him outside, "What, so you're saying that that was a weird Earthquake? And because of that, you're going to go around, finding loopy things and sticking your sonic screw driver where it oughtn't be?"

The Doctor walked a few steps and then kneeled down, pointing his screwdriver down to the Earth, "That's the plan, Donna!" he said.

"Of course." Donna said.

"I knew it!" The Doctor said sharply, jolting up from the ground. He turned to look at Donna with a familiar, excited stare, "Something is drastically altering the G force in this area, Donna! Do you feel that? It's stronger than it was this-morning, Oh dear! Can't you feel your body being slowly squashed closer to the ground by an invisible force?"

Donna rose her eyebrows and shook her head, unimpressed.

The Doctor began walking towards the entrance to ClockTown, "Now if only we could locate the source!" he said.

"Oh come on.. You can't be seriously playing planet doctor now. Can't you just have the TARDIS take us to the carnival and then come back here to investigate your G forces?"

The Doctor, who was holding up his screw driver in the air and looking at it gingerly, shook his head, "Oh no, Donna. Altering the natural balance of a planet's gravitational system would incite devastating tragedy. Oceans would go insane, mountains would be leveled, and not to mention the effects that it has on people. Thankfully the force isn't decreasing- or else all sorts of odd things would start floating around and escaping into space. But compression can be just as worse."

Donna nodded and sighed, "Oh, I suppose you're right, Doctor. We can't let all these people get squished, then."

"Yes, and if we don't hurry then it might be too late!" The Doctor said, as the two approacheed the clock town entranceway. Clock Town.

"Alright then. We better resolve this one in time for the carnival"

"Why of course! Think positive, Donna! We have nearly over 3 days to get to the bottom of this," he said, "Plenty of time, I guarantee."


End file.
